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Filing Details

Accession Number:: 0001656472-21-000033
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-16 18:21:07
Reporting Period:: 2021-03-12

Accepted Time:: 2021-03-16 18:21:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1656472	Cronos Group Inc.	CRON	Medicinal Chemicals & Botanical Products (2833)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1796212	Marc Jason Adler	111 Peter Street, Suite 300 Toronto A6 M5V 2H1		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2021-03-12	83,334	$0.40	5,562,426	No	4	M	Direct
Common Shares	Disposition	2021-03-12	3,179	$10.39	5,559,247	No	4	F	Direct
Common Shares	Acquisiton	2021-03-12	1,200,000	$0.97	6,759,247	No	4	M	Direct
Common Shares	Disposition	2021-03-12	112,586	$10.39	6,646,661	No	4	F	Direct
Common Shares	Acquisiton	2021-03-12	2,737,132	$0.19	9,383,793	No	4	M	Direct
Common Shares	Disposition	2021-03-12	51,152	$10.39	9,332,641	No	4	F	Direct
Common Shares	Disposition	2021-03-15	452,810	$10.65	8,879,831	No	4	S	Direct
Common Shares	Acquisiton	2021-03-12	1,250,000	$0.19	1,250,000	No	4	M	Indirect	By the Rachel Adler 2020 Gift Trust
Common Shares	Disposition	2021-03-12	23,361	$10.39	1,226,639	No	4	F	Indirect	By the Rachel Adler 2020 Gift Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	4	M	Indirect	By the Rachel Adler 2020 Gift Trust
No	4	F	Indirect	By the Rachel Adler 2020 Gift Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	COMMON SHARE OPTION (right to buy)	Disposition	2021-03-12	83,334	$0.00	83,334	$0.40
Common Shares	COMMON SHARE OPTION (right to buy)	Disposition	2021-03-12	1,200,000	$0.00	1,200,000	$0.97
Common Shares	WARRANTS	Disposition	2021-03-12	2,737,132	$0.00	2,737,132	$0.19
Common Shares	WARRANTS	Disposition	2021-03-12	1,250,000	$0.00	1,250,000	$0.19

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	2021-08-10	No	4	M	Direct
	2021-10-06	No	4	M	Direct
2016-05-27	2021-05-27	No	4	M	Direct
2016-05-27	2021-05-27	No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares	503,478	Indirect	Held by Gotham Green Fund 1, LP
Common Shares	2,014,228	Indirect	Held by Gotham Green Fund 1(Q), LP

Footnotes

The price reported was converted from the Canadian exercise price of C$0.50 to U.S. dollars using an exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.
Cronos Group Inc. (the "Company") withheld 3,179 common shares underlying the options for payment of the exercise price, using the closing price of the Company's common shares on March 11, 2021 of C$13.11 as reported on the Toronto Stock Exchange.
The price reported is in U.S. dollars based on the exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.
The price reported was converted from the Canadian exercise price of C$1.23 to U.S. dollars using an exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.
The Company withheld 112,586 common shares underlying the options for payment of the exercise price, using the closing price of the Company's common shares on March 11, 2021 of C$13.11 as reported on the Toronto Stock Exchange.
The price reported was converted from the Canadian exercise price of C$0.245 to U.S. dollars using an exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.
On March 12, 2021, the reporting person exercised warrants to purchase 2,737,132 common shares of the Company for C$0.245 per common share. The reporting person paid the exercise price on a cashless basis, resulting in the Company's withholding of 51,152 common shares to pay the exercise price and issuing to the reporting person the remaining 2,685,980 common shares.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.40 to 10.90, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (8) to this Form 4.
On December 16, 2020, the reporting person transferred the corresponding warrants as a gift to his spouse, who shares the reporting person's household. On the same day of such gift transfer, the reporting person's spouse transferred such warrants as a gift to the Rachel Adler 2020 Gift Trust (the "Trust"), of which the reporting person is a trustee.
On March 11, 2021, the Trust exercised warrants to purchase 1,250,000 common shares of the Company for C$0.245 per common share. The Trust paid the exercise price on a cashless basis, resulting in the Company's withholding of 23,361 common shares to pay the exercise price and issuing to the Trust the remaining 1,226,639 common shares.
Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, LP. The reporting person, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The reporting person disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1(Q), LP. The reporting person, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Exchange Act. The reporting person disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
The options were granted August 10, 2016 and vested in monthly installments over a four-year period.
The options were granted October 6, 2016 and vested in monthly installments over a four-year period.